James Gray began his Marrakech Film Festival Master Class with a self-deprecatory warning to everyone in attendance at the Salles des Ambassadeurs at the Palais de Congress, including moderator Scott Foundas. “I don’t think I have anything to say,” he claimed, before embarking on an earnest, entertaining, and ebullient 110-minute disquisition on everything from his own films to ‘Raging Bull,’ and from the importance of making films personal to taking it personally when peers don’t like your films. Though his films shade, by his own admission, toward dark themes and hard truths, in person Gray is voluble and loquacious, playing both the cut up (he offered impressions of Joaquin Phoenix, Francis Ford Coppola, and Al Pacino, among others), and the outer borough sod (“my whole life was fairly miserable” he said of growing up in Queens). The following are excerpts from the session.

1) Make it personal, and be sincere.

Put yourself in the movie. Don’t hide. Take what is interesting and upsetting and upsetting for you, and reveal it to us in the films. Because there is only one of you. The more personal you can get, the more specific you can get, the more universal you can get. And the more beautiful your films can be. The idea of saying to the world that my emotions matter, it means everybody’s emotions matter.

The films I grew up loving, and the art that I love, is not generally the kind of postmodern ironic winking stuff. What lasts is the stuff in which the artists are totally in league with the subject. In which there is no distance or irony. I don’t think this applies to Quentin Tarantino, because I think that he has a true affection for the genres he’s exploring. But certainly for many of his imitators and for other filmmakers, I feel it’s an act of hubris and narcissism to think that we’re in a totally new era. There’s almost no experience in life where you can see something that’s never been done before. It’s a mistake for us to ever consider that we are at some “post” caring about the characters, a postmodern idea of drama. So I feel the opposite should be explored. What makes us like everybody else? What is the common link? I think it’s the struggle to express emotion, to reconcile ourselves with our more violent side. These are the things that are more universal. Our relationships with our parents and our siblings and our sons and daughters—these are elemental. And I saw that as the thing that would enable you to make a film which would last 20, 30, 50 years. Now that’s obnoxious in a way. I’m not saying that the films I’ve made do this, but that this is what I’ve tried to do. That you could watch a film and it wouldn’t be dated. That you could watch it 30 years from now and, god forbid, it could get better.

2) Don’t worry about what people will think of the film, and try to enjoy the process.

I’ve learned that you can never predict what will happen to a film. You can never predict if people will love it, if they’ll hate it. It’s an act of ego if you’re hoping for everyone to love the film and tell you how great you are. The only thing that you can do is find pleasure in the doing, in the making of the movie. I don’t think my parents told me enough how the world doesn’t really care about me. I think it’s important to tell children that the world doesn’t really care about you. You have to fight to be heard. I had to learn that humility. His colleagues have taught me that [looking at Foundas].

3) Don’t chase the money—be yourself and let your audience find you.

The age of handsome salaries for directors, except for like Christopher Nolan, is pretty much over. The financial models in the business have become very different. The only way to make money as a director now is if you make something where the sole purpose of the film is to make a ton of money. I would love it if my films made a lot of money, and may I say that “The Yards” is the only one that’s lost money. The question then becomes how much. The problem with the movie business in the US now is that if I say to you that I can make a movie for $8 million and that it can make you $10 million in profit, they say “goodbye.” Because what they want is to spend $200 million to make a $1 billion. Now, I can’t compete in a world where I need to make them $800 million. So the only thing I can focus on is making the most personal films I can and hope that they connect.

There are certain people like James Cameron, who I guess has his hand on the pulse. But I don’t think he thinks consciously that he’s going to make “Avatar” only because it’s commercial. I think he connects with it. And I know that Spielberg connects very personally with the films he makes. So it’s only about who you are, and you hope for the best. And if you look at someone like Martin Scorsese’s career, or Joel and Ethan Coen, to name a couple of American filmmakers who are now commercially viable directors, the audience came to them. They kept making their films and they weren’t hits for a long time, but eventually their names became the thing that people were attracted to. Word caught on that their films had an integrity. So I’m trying to do that, to stay focused and make the best film I can, make it as personal as I can, and hope for the best result. If I don’t do that, then the cynicism will be apparent and these people will charge the stage and kill me.

4) Love your actors.

I am very bad at directing actors. I remember once I was working with Ellen Burstyn, who’s a great actress, the queen of The Method, and she was like, “you don’t know how to talk to actors. Talk to Paul Mazursky—he knows how to talk to actors.” Two years later, I’m at a restaurant and I see Paul Mazursky, so I go up to him and say that Ellen Burstyn says you know how to talk to actors. And he says “No, I just let her do whatever she had to do and said cut, perfect.” And I thought, oh—the way to talk to actors is to tell them how great they are. If you love actors, they love you. And if you let them just be in the scene, oftentimes that’s enough. Now, if the actor gives you trouble, then you have to use some form of common sense in approaching the situation. But I’ve been lucky enough to work with great actors, and I’ve almost never encountered a situation where the actor is in trouble, where the actor cannot find it. In the event that that happens, I try to approach the actor the same way that I try to approach writing, which is to say that you have to feel it, you have to live the experience you’re writing or else it shows, the shallowness. What I always try to do is find for them some kind of situation that they can understand and apply to [the situation in the film]. Finding something the actor can directly relate to, a kind of equivalent.

5) Lighting is emotion.

Lighting affects how we feel about performance to a huge degree. In “Raging Bull,” Jake LaMotta gets put in prison, and he starts punching the wall, and it’s an incredible moment. Almost in completely darkness. If you’d lit the scene brightly, you might have very different emotional reaction to it. All of cinema, when you break it down—and this holds for Bresson or anyone else who might not seem so pedestrian as to be narrative—all of great cinema to me always has worked where the form and content are married completely. Where the lighting is always endorsing the story. All of the stories that matter are the ones in which the subtext gives the meaning. And the subtext should dictate how the visual strategy is approached in every scene. How the actor is lit determines your emotional reaction to his or her performance. Whether we put him in darkness or brightness, whether we light him from above or below or head on, all of these things have different emotional reactions. Where the direction of the light comes from is everything when you’re lighting the scene.

6) Don’t worry about awards (though you will worry about awards).

I feel bad when I don’t win an award. But I feel worse that I care that I didn’t win the award. It’s so dumb. It is such a bad tendency of people. The whole idea of creating “the best” is sick. I can’t stand the Oscars. My wife watches it, and asks why I don’t like it, and I say, “How come you don’t like looking in the windows of an incredible party that you’re not invited to?” The idea is nauseating enough, but if you want to give awards, fine. Have a show and say that tonight you want to give it to Fred Smith’s “Go Take a Flying Leap in the Ocean” and give him an award. But that’s not what they do. They have the five nominees. Because it’s not enough that you should win—it’s more important that you win and others fail. They love losers. Why do we create this for ourselves? It’s totally sick because I start to care about it. I go to Cannes and people say [in French accent] “So, will this year by the year that you win the Palme d’Or?” And how am I supposed to answer that? “Yes, this is the year that I will win the Palme d’Or.” Then guess what, I didn’t win anything.

But this year actually really stung me. Not that I didn’t win, but I was hoping that Marion Cotillard would be recognized in some way, because I think her work was really genius. And it stung me a little bit also because the head of the jury is someone whom I respect a great deal, and to know that, I guess, he didn’t like the film that much, hurt me. But that’s my ego. That’s just someone you respect and wish liked your movie. To a certain degree you know that the whole thing is a farce, and I hate myself for caring because I know it’s a farce. But it’s impossible not to care. Impossible not to feel disappointed. Now I could sit here and say that I don’t care about awards—to go is the honor. And that’s a lie. You want your fellow filmmakers who judge you to say you’ve done good work.

7) The future looks both dark and bright for American filmmakers, depending on the types of films you want to make.

For me personally, I view things very grimly. I think that the economics are disastrous. This whole idea of having to make a billion dollars for the parent company’s stock price, it’s almost impossible to tell a personal story with those kinds of financial stakes. It’s like a straightjacket. So I have a very grim longterm feeling about what I like. Personal films, dark films. But that doesn’t mean the medium is dead. It means the medium’s going through a transition where it changes into something else entirely. And I think it’s going to be a kind of combination cinema and amusement park ride—there’s something coalescing that is beyond what I can imagine, that I think will be great for viewers. Movies are headed in a more sensate direction. Less about the verbal and more about the visual. Audiences these days have incredible visual literacy. They are so ahead of me visually it is ridiculous. But my own view is that narratively they are maybe in a more primitive place than they were thirty years ago. How they view and process stories. Good guys and bad buys—they need them more than ever. For the viewers of tomorrow that embrace that kind of sensory cinema, the future is very bright. For people who enjoy another kind of cinema, a more intimate cinema, I think American cinema is in a very difficult situation.